CopyPublished | Florida 4th District Court of Appeal
...structural authority by which a limited liability company waives its
attorney-client privilege, like corporations, we conclude the company’s
management structure informs the decision.
In Florida, limited liability companies are either member-managed or
manager-managed. § 605.0407(1), Fla....
...the limited liability company owned by all members,” and “the affirmative
vote or consent of a majority-in-interest of the members is required to
undertake an act, whether within or outside the ordinary course of the
company’s activities and affairs.” § 605.04073(1), Fla....
...ecided” in one of three ways:
“by the manager; if there is more than one manager, by the affirmative vote
or consent of a majority of the managers; or if the action is taken without
a meeting, by the managers’ unanimous consent in a record.” §
605.04073(2), Fla....
CopyPublished | Florida 4th District Court of Appeal
...The designation as member-
managed or manager-managed affects which provisions of the LLC Act
apply.
“In a member-managed limited liability company, the management
and conduct of the company are vested in the members, except as
expressly provided in [the LLC Act].” § 605.0407(2), Fla....
...(2016).
But, “[i]n a manager-managed limited liability company, a matter relating
to the activities and affairs of the company is decided exclusively by the
manager, or if there is more than one manager, by the managers, except
as expressly provided in [the LLC Act].” § 605.0407(3), Fla....
...Lopez, of course, did not consent to his own removal.
Lopez acknowledges that removal of a manager of a manager-
managed LLC generally requires the consent of the “member or members
holding more than 50 percent of the then-current percentage” interest in
the LLC’s profits. § 605.04072(4), Fla. Stat. (2016).
But he contends that “a statute of more specific application controls”
and relies on section 605.04073, Florida Statutes (2016). In a manager-
managed LLC, section 605.04073(2)(e) requires the consent of all
members to amend the articles of organization. § 605.04073(2)(e), Fla.
Stat....
...Hus as managers, Lopez contends his removal as a manager could only
be achieved by amending the articles of organization, which was
improper without his consent.
2
We disagree with Lopez’s argument and his assertion that section
605.04073(2) is the statute of more specific application.
The plain language of section 605.04072(4) permits the removal of a
manager of a manager-managed LLC with the consent of members
owning a majority interest in the LLC’s profits....
...2017) (“[O]ur first (and often only) step in statutory
construction is to ask what the Legislature actually said in the statute . .
. .” (Lawson, J., concurring in part and dissenting in part) (citation
omitted)).
Despite the plain language of section 605.04072, Lopez is correct that
section 605.04073(2)(e) requires the consent of all members to change an
LLC’s operating agreement or articles of organization. But Lopez is not
correct that section 605.04073 is the more specific statute.
Section 605.04073(2)(e) applies, generally, to amendments to an
operating agreement and articles of organization. Section 605.04072, on
the other hand, specifically addresses the percentage needed to remove a
manager in a manager-managed LLC....
...Rudnick, No. 14-80809-
CIV,
2014 WL 4060029, at *2 (S.D. Fla. Aug. 14, 2014) (citations
omitted). Here, the parties did not amend the default rule through an
operating agreement, and there is no question about the legislature’s
intent in enacting section
605.04072....
